Earnings callQ1 2020Munich, 14 May 2020

Disclaimer

This document has been prepared by Mutares SE & Co. KGaA solely for the use in thispresentation.The information contained in this document has not been independently verified. No representation or warranty - whetherexpressed or implied – is made as to, and no reliance should be placed on, the fairness, accuracy, completeness orcorrectness of the information or opinions contained therein. Neither the company nor any of its affiliates, advisors orrepresentatives shall have any liability whatsoever (in negligence or otherwise) for any loss arising from any use of thisdocument or its content or otherwise arising in connection with this document.This document does not constitute an offer or invitation to purchase or subscribe for any shares and neither this documentnor any part of it shall form the basis of, or be relied upon in connection with, any contract or commitment whatsoever.This document contains forward-looking statements that are based on current estimates and assumptions made by themanagement of Mutares SE & Co. KGaA , and other information currently available to them. The words “anticipate,”“assume,” “believe,” “estimate,” “expect,” “intend,” “may,” “plan,” “project,” “should” and similar expressions are used toidentify forward-looking statements. Various known and unknown risks, uncertainties and other factors could cause actualresults to differ materially from those contained in the forward-looking statements. Mutares SE & Co. KGaA does not intendor assume any obligation to update any forward-looking statements. Any forward-looking statement speaks only as of thedate on which it is made and is based on numerous assumptions which may or may not prove to be correct.This presentation and its contents are confidential and are not for release, reproduction, publication or distribution, in wholeor in part, directly or indirectly, in or into or from the United States of America, Canada, Australia, Japan or any jurisdictionwhere such distribution is unlawful. This presentation is not an offer or invitation to buy or sell securities in any jurisdiction.By accepting this document, you agree with the foregoing.

2

SpeakersManagement Board

Mark Friedrich CFO

Johannes LaumannCIO

3

Agenda

Financials3

Business model

Summary

1

2

4

Outlook4

Business model overviewMutares targets sustainable risk adjusted returns with clear dividend focus

1 Business model

Realization

04HarvestingThe ultimate objective of Mutares is toactively promote the realization of thecompany’s value potential targeting 3xcash on cash over 3 years with 5-10xROIC over the lifecycle of a company.01

AcquisitionMutares initiates an extensive operationalimprovement program within the portfoliocompanies after acquisition. The projectsjointly defined with the company areimplemented by Mutares consultants inclose cooperation with the employees onsite.

Consulting Income 02

RealignmentMutares develops its companies successfullyin strategic and operational terms until thelong-term reorganization is achieved.Specialists support optimization projects onthe ground, including investments in thedevelopment of innovative products,adapting and reorganization sales andproduction with a long-term perspective.

Cash Flow 03

OptimizationBuy & build approach allows focused &strategic growth with multiple arbitrage toenter new markets or bring in newproducts or promising technologies. Thestrategic fit is crucial, therefore no pre-defined deal criteria. Positive cash flowprovides upstream dividends, supportedby continuous consulting income.

Growth & Dividends

1x ROIC 5-10x ROIC

5

Best in class turnaround investor achieves surpreme value creationMore than 50% of value creation is non-cyclical based on special situations

Value creation

Request cash funding from seller

Take calculated risk ofloss-making businesses

Invest the money forsuccessful turnaround

Turn-around & crystalizea profit-making business

Management holds >40% of the shares and is fully involved in the day-to-day value creation of Mutares6

1 Business model

Track record provides foundation for return outlookMutares targets ROIC with current Vintage1) portfolio of 5-10x, ROE of +10-20%

7

1 Business model

Category(Values in EURmexcept return multiples)

# Investments(Initial + holding period)

Net proceeds(Consulting, dividends

and (partial) exits)

Return oninvestedcapital2)

(x)

Return on Equity (ROE)

Net Asset Value (NAV)

Book Equity

Past investments 20 39.8 88.2 2.2x - - -

Current portfolio

Vintage portfolio1) 8 16.5 92.8 5.6x 10.5%

EUR220m

(FY 2019)

EUR 208m

(FY 2019)

Portfolio outlook 14 20.9 100-200 5-10x 15% - EUR

250m

Vintage portfolio with ROIC of 5.6x⌐ Return multiple of 5.6x already realised on Vintage portfolio

without fullexits

⌐ Substantial return improvement versus historic investments underline Mutares quality growth strategy

⌐ Net Asset Value reporting of EUR 220m (2019) will be replaced by half year reported consolidated book equity of EUR 208m (2019)

Portfolio outlook with ROIC of 5-10x / ROE +15%⌐ Return multiple target led by upgraded investment strategy

based on diverse & uncorrelated end market exposures

⌐ ROIC target is driven by average holding period of 3-5 years, targeting lower holding periods with higher returns than the private equity industry

⌐ ROE target is based on the holdings net profit vs. group equity

Est.

Rea

lized

1) Vintage portfolio – companies which have been part of the portfolio for 12 months or more as of 30 Sept. 2019 2) Return on invested capital from the Issuer’s perspective 3) NAV will be discontinued as of Q1 2020 given the distorting impact on group’s value

Highlights Q1 2020

⌐ Two successful exits: Balcke-Dürr Group sells Balcke-Dürr Polska and BEXity sells activities in Czech Republic

⌐ New acquisitions: One add-on for Balcke-Dürr Group (completed) and two new platforms (signed; expected closing in Q2 2020)

⌐ Operational progress: Add-on Ruukki completes Donges Group to become 1st European player for steel constructions – new brand NORDEC combines Ruukki and Normek

⌐ Successful placement of EUR 50.0 million bond: capital raised to invest in add-ons and portfolio extension

⌐ Distribution of dividend for FY2019 proposed: EUR 1.00 per share proposed to AGM with outlook to sustain high level of dividend capacity

2 Summary

Successful aquisition of three companies and bond issue

8

Mutares keeps up pace with already three signed acquisitions in 2020Portfolio further grows with one add-ons and two new platforms

Rev

enue

sPr

oduc

tsSe

ller

Segm

ent

Type

Portf

olio

1) Majority shareholder with 80%, signed in Feb 2020, closing expected in Q2 2020 2) Signed in May, closing expected in Q2 2020

Engineering &

Technology

Nexive1

EUR 230m

Pressure components

Mail & parcelprovider

Add-on to Platform

PostNL

Loterios

EUR 17m

Timet UK

Goods &

Services

2 Summary

Gemini Project2

Platform

Automotive &

Mobility

EUR 180m

Sealing & fluid systems

Cooper Standard

Gemini Project

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Three aquisitions successfully closed in 2020Two add-ons and one platform

2 Summary

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⌐ New platform toAutomotive & Mobility

⌐ ca. EUR 120 million

⌐ Forging-technologies on a wide range from hot-forming to forging as well as heat-treatment, an inhouse tooling shop and assembly for finishing operations

⌐ Two production sites close to Torino, Italy; about 670 employees and 114 years of experience

⌐ Add-on to keeeperGroup (Goods & Services)

⌐ ca. EUR 45 million

⌐ produces and sellshigh-quality papernapkins

⌐ serves renowned customers from the DIY, food retail, wholesale and furniture retail sectors

⌐ keeeper Group asleading FMCG player in central Europe

⌐ Add-on to Donges Group (Engineering & Technology)

⌐ ca. EUR 170 million

⌐ new brand formed out of Normek and RuukkiBuilding Systems

⌐ product ranges: frames, facadesolutions and steelbridges

⌐ Donges Group to become 1st European player for steel constructions

111) Majority shareholder with > 60%; 2) signed in May ‘20, closing expected in Q2 2020; 3) Majority shareholder with 80%, signed in Feb ‘20, closing expected in Q2 2020

Goods & ServicesAutomotive & Mobility Engineering& Technology

Acquired in 2009 from Diehl Group Rubber mouldings

Acquired in 2013 from Autoneum GroupTier1 supplier of truck composites

Acquired in 2019 from a family Safety, locking, joining systems

1)

Acquired in 2019 from Deren GroupCable trees & harnesses

Acquired in 2019 from Tekfor Group Precision machine parts

Acquired in 2016 from SPX Group Energy efficiency & filters

Acquired in 2017 from Mitsubishi-Hitachi Construction, roofs & engineering

Acquired in 2012 from Korindo Group Coatings for oil & gas pipelines

Acquired in 2018 from Knorr Bremse MRO services for rolling stock

Acquired in 2016 from Sonoco Group Industry & hygienic coreboard

Acquired in 2019 from ArcelorMittal Steel wire applications

Acquired in 2011 from Huber Group High-end metal packaging

Acquired in 2019 from Wrede Holding Household plastic goods

Acquired in 2019 from Austrian Railways Transport & cargo services

Acquired in 2020 from PostNLMail & parcel provider

3)

2 Summary

Mutares portfolio grows to already 16 companies in 2020Thereof two new platforms aquired in 2020

Acquired in 2020 from Cooper StandardSealing & fluid systems

2)Gemini Project

Key financial data of Q1 2020 Significant M&A activity reflected in increased Revenues and Adjusted EBITDA

Q1 2019

203.3m 0.0m -3.5m

31 December 2019

79.7m

GroupRevenues

EUR

GroupEBITDA

EUR

GroupAdj. EBITDA

EUR

Group cash &equivalents

EUR

24.5%

Group equityratio

%

315.7m 39.0m -10.4m 141.8m 22.8%

3 Financials

Q1 2019 Q1 2019 31 December 2019

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3 Financials

Consolidated Statement of Profit and LossDue to high acquisition activity, revenues and EBITDA at record levels in Q1 2020

mEUR Q1 2020 Q1 2019

Revenues 315.7 203.3

+/- Change in inventories -2.5 5.8

Other income 58.6 6.1

Cost of material -199.0 -128.0

Personnel expenses -88.4 -61.5

Other expenses -45.4 -25.7

EBITDA 39.0 0.0

Adjusted EBITDA -10.4 -3.5

Net income 15.7 -12.1

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Adjusted EBITDAAdj. EBITDA decreases due to recently acquired companies

mEUR Q1 2020 Q1 2019

EBITDA 39.0 0.0

Income from bargain purchases -53.6 -4.1

Restructuring and other non-recurring expenses 4.1 0.6

Deconsolidation effects 0.0 0.0

Adjusted EBITDA -10.5 -3.5

¬ Reported EBITDA highly influenced by extraordinary effects related to transactions, restructuringand other one-off expenses. Therefore,Adjusted EBITDAas KPI adjusted for these one-off effects

¬ Three categories of adjustments: Transaction related income from bargain purchases mainly relate to PrimoTECS, keeeper

Tableware and Loterios Restructuring and other non-recurring expenses occured mainly for the acquisition and the

restructuring at the newly acquired companies Deconsolidation effects (i.e. gains/losses from disposals anddeconsolidations) will result in

Q2 2020 from exits of Balcke-Dürr Polska and BEXity’s activities in Czech Republic

3 Financials

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Consolidated Balance SheetCash-in from bond issue and acquisitions lead to an increase of total assets

3 Financials

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mEUR 31/03/2020 31/12/2019 mEUR 31/03/2020 31/12/2019

Intangible assets 59.2 58.7 Total equity 236.2 208.2

PP&E 204.6 176.4 Financial liabilities 183.6 117.7

Right of use assets 149.7 119.8 Provisions 113.4 99.5

Other 50.4 44.3 Other 26.4 18.2

Non-current assets 463.9 399.2 Non-current liab. 323.4 235.4

Inventories 168.3 134.0 Trade payables 183.8 157.7

Trade & other rec. 191.6 142.6 Other financialliab.

148.7 118.5

Cash & equivalents 141.8 79.7 Provisions 33.9 35.7

Other 69.8 93.0 Other 109.4 93.0

Current assets 571.6 449.3 Current liabilities 475.8 404.9

Total assets 1,035.5 848.5 Total equity & liab.

1,035.5 848.5

Automotive & Mobility Engineering & Technology

⌐ Increase in revenues due to the acquisition of new platform investments (Plati, KICO, PrimoTECS)

⌐ EBITDA largely benefits from income from bargain purchases

⌐ Decline in Adjusted EBITDA due to (business model driven) negative contributions of the new platform investments and the downward trend in the automotive sector especially visible at STS

⌐ Elastomer with quite strong increase in profitability in Q1 2020, but shutdown effects will be visible starting Q2 2020

⌐ Increasing challenges due to COVID-19

⌐ Largest segment in the Group in terms of revenue: increase due to the full-year effect of the add-on acquisitions of Donges Group (NORDEC and FDT) as well as the add-on acquisition of Balcke-Dürr (Loterios) in Q1 2020

⌐ Increase in EBITDA mainly attributable to gain from bargain purchase from the Loterios acquisition

⌐ Improved Adjusted EBITDA due to successful execution of restructuring measures at Donges Group and Gemini; Balcke-Dürr negatively impacted by less activity in Q1 2020

mEUR Q1 2020 Q1 2019Revenues 124.8 104.8Cost of material -76.3 -60.5

Personnel expenses -38.4 -29.0

Other expenses -19.0 -14.3

EBITDA 34.8 4.8Adjusted EBITDA -3.3 4.9

Segment financials (1/2)3 Financials

161) Including La Meusienne and Norsilk

mEUR Q1 2020 Q1 20191)

Revenues 105.9 90.5Cost of material -71.1 -61.7

Personnel expenses -29.0 -27.0

Other expenses -12.5 -12.4

EBITDA 2.0 -3.4Adjusted EBITDA -4.2 -6.9

Goods & Services

⌐ Increase in revenues due to acquisition of new platform investments (TréfilUnion, keeeper Group and BEXity)

⌐ EBITDA benefits from bargain purchase income for the add-on to keeeper Group

⌐ Decline in Adjusted EBITDA due to (business model driven) negative contributions of new platform investments

⌐ Development of keeeper Group, which achieved important milestones, very favorable; integration of add-on acquisition (keeeper Tableware) started

mEUR Q1 2020 Q1 2019Revenues 84.9 8.0Cost of material -51.2 -5.5

Personnel expenses -16.4 -2.9

Other expenses -18.6 -1.7

EBITDA 2.6 -1.2Adjusted EBITDA -2.6 -1.2

Segment financials (2/2)

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3 Financials

Lifecycle StatusWell diversified portfolio along the lifecycle

Comments

Opt

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nR

ealig

nmen

tH

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stin

g

100 1 2 3 6Maturity (actual holding period – years)

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-5.1

Revenues Adj. EBITDA

64.2

160.1

1.1

91.4

-6.0

⌐ Status as of Q1 2020: reclassificationof Plati, keeeper, Balcke-Dürr and Donges Group compared to YE 2019

⌐ Mutares’ portfolio companies usually undergo three operational phases:

(1) Realignment: Executing of Restructuring plan

(2) Optimization: Enhancement of profitability / Add-on acquisitions

(3) Harvesting: Proceeds through dividends or exits

⌐ Adjusted EBITDA differs significantly along these threephases

⌐ To further increase transparency, Mutares presents revenues and Adjusted EBITDA according to the lifecycle stages/operational phases

⌐ New platform always contribute negatively to Adjusted EBITDA in Mutares business model

3 Financials

We will continue our path for sustainable growth……and to increase the attractiveness of the Mutares share for investors

Already three transactions signed in 2020

Targeted revenues (incl. expectations of potential acquisitions) of > EUR 1.5b in FY2020

Sustain dividend capacity and attractive dividend policy

Challenging environment due to COVID-19, expectation of more M&A activity in H2 2020

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4 Outlook

Capital Markets Day

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4 Outlook

Questions & Answers

ContactInvestor Relations

Mutares SE & Co. KGaAArnulfstraße 1980335 Munich+49 89 9292 7760ir@mutares.de www.mutares.com

Upcoming datesAnnual General Meeting, Munich/Digital, 18 May 2020

Publication of Q2 information, Investor Call, 11 August 2020Capital Markets Day, Frankfurt/M./Digital, 20 October 2020

Publication of Q3 information, Investor Call, 10 Nov. 2020Deutsches Eigenkapital Forum, Frankfurt/M., 16-18 Nov. 2020